Ocean’s 13 (2007)

Tagline: How to steal half a million dollars, in 3.5 minutes?

What are the odds of getting even? Danny Ocean (George Clooney) and the gang would have only one reason to pull off their most ambitious and riskiest casino heist—to defend one of their own. But they’re going to need more than luck on their side to break The Bank. Ruthless casino owner Willy Bank (Al Pacino) never imagined that the odds were against him when he double-crossed Danny Ocean’s friend and mentor Reuben Tishkoff (Elliott Gould), putting the distraught Reuben in a hospital bed in critical condition.

But Bank miscalculated…badly. He may have taken down one of the original Ocean’s eleven, but he left the others standing and, worse for him, gave them a shared purpose: to take Bank down on the night of what should be his greatest triumph—the grand opening of his new casino, appropriately named The Bank.

Their strategy is twofold. First they will ruin him financially by turning the tables on the precept that the house always wins. But that’s just money. The knockout punch will be to Bank’s personal pride and joy: his reputation as the only hotelier who has earned the Royal Review Board’s Five Diamond Award on every single one of his hotels. The plan is elaborate, dangerous and damn near impossible…but there are no limits when it comes to one of their own.

Ocean’s Thirteen (also written as Ocean’s 13) is a 2007 American comedy heist film directed by Steven Soderbergh and starring an ensemble cast. It is the third and final film in the Soderbergh-directed Ocean’s Trilogy, following the 2004 sequel Ocean’s Twelve and the 2001 film Ocean’s Eleven, which itself was a remake of the 1960 Rat Pack film Ocean’s 11. All the male cast members reprise their roles from the previous installments, but neither Julia Roberts nor Catherine Zeta-Jones return. Al Pacino and Ellen Barkin joined the cast as their new targets.

Filming began in July 2006 in Las Vegas and Los Angeles, based on a script by Brian Koppelman and David Levien. The film was screened for the Out of Competition presentation at the 2007 Cannes Film Festival. It was released on June 8, 2007, in the United States and in several countries in the Middle East on June 6. It was the 16th highest-grossing film of 2007.

Revenge Is Sweet

Director Steven Soderbergh says that he hadn’t even completed work on “Ocean’s Twelve” when he began thinking about ideas for “Ocean’s Thirteen.” “We were just finishing the second film, and I thought it would be fun to go back to Las Vegas for the next one. In large part, the film was motivated by everyone wanting to work together again. But it was always with the understanding that it had to be ‘all in’ or we were not doing it—everybody comes back or nobody comes back.”

Producer Jerry Weintraub adds, “In the six years since we did the first film, people’s lives have changed. Not only are these actors all in demand, they have families and babies and new interests that had to be taken into consideration. The truth is, you can’t get this large a production together unless everybody is willing to throw his hat into the ring. I also gave them fair warning. I called everyone 18 months before and said, ‘We’re making this picture in the summer of 2006. Get ready; we’re coming at you.’ And once I told them that, they knew it would happen.”

Weintraub adds that the term “everyone” applied not only to the film’s cast but to the man at the helm. “For me, as a producer, there’s Steven Soderbergh and then there’s everybody else. In everything we have done together, we have a wonderful partnership. Any accolade that can be said about the guy, he lives up to. He is simply great.”

Aligning the schedules of a cast that included the likes of George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Don Cheadle, Bernie Mac, Elliott Gould, Carl Reiner, et al, involved an operation worthy of Danny Ocean himself. But the man who plays Danny Ocean knows to whom the credit belongs. “The truth is that Steven is the creative force of these movies, but Jerry Weintraub is the heart and soul of the ‘Ocean’s’ films, period,” Clooney states. “You have to keep in mind that getting all these guys together isn’t easy—not that we don’t want to, but it’s very hard to pull everybody’s schedules together because we’ve all got different gigs. To find one period of time when everyone is available is tricky, and only Jerry could make it happen. He understands how to do it…he uses guilt,” the actor teases.

Upping the ante of an already stellar ensemble, Soderbergh and Weintraub cast Al Pacino as Willy Bank, the unscrupulously ruthless casino owner who swindles Elliott Gould’s character, Reuben Tishkoff, out of his share of a new Las Vegas casino; and Ellen Barkin as his right-hand woman, Abigail Sponder.

Much like the actors who play them, Danny Ocean’s gang had gone their separate ways after their last heist. But if there is one thing that would always have the power to bring them together again, it is saving one of their own. “I have always embraced the idea that these guys are thieves and con men,” Soderbergh acknowledges, “but they’re not entirely driven by money. Certainly, in this case, they are driven by friendship and revenge. The ‘all for one and one for all’ ethos dictates that when one of them is betrayed—especially in the way that their friend Reuben was betrayed—it’s payback time. It seemed like a strong premise.”

The filmmakers knew that, beyond the elements of friendship and the desire to work together again, a primary factor in reassembling their cast would be the script. To craft the screenplay for “Ocean’s Thirteen,” they ultimately chose the writing team of Brian Koppelman & David Levien, who had previously delved into the milieu of inveterate gamblers in the poker drama “Rounders.”

“Brian and David had written ‘Rounders,’ a drama about friendship and poker that I loved,” Weintraub says. “I spoke to Steven about them, and when we all met, Steven and I knew they were the guys to write this movie.”

Soderbergh offers, “I knew who Brian and David were because we had many mutual friends, and I had liked ‘Rounders’ a lot. There was not a long list of people that we thought could step into this specific universe and pick up the language and the sense of humor. Brian and David got it at once. I met them for lunch and within minutes we were starting to work on the script. It really is in their wheelhouse; they like these kinds of movies and these kinds of characters.”

“In a way, David and I have been preparing to write this movie for most of our lives,” Brian Koppelman affirms. “We have spent a lot of years exploring the culture of Las Vegas and the gambling lifestyle. We read every book about con artists and thieves that we could get our hands on. So, when we met with Steven, we talked to him about the great con movies, about the nature of heists, and about how these characters have evolved since the first movie, which David and I both loved. Right away, we were all talking the same language.”

“One thing that makes a con movie work is how much you care about the people who are perpetrating the con and how much you want the mark to be taken down,” David Levien notes. “In ‘Ocean’s Eleven,’ Danny wants to get his wife back and take down casino owner Terry Benedict, so the guys all work together to undertake this incredibly elaborate heist. ‘Twelve’ is about them using their skills to literally survive—to get out of the trouble that they got themselves into in ‘Eleven.’ ‘Thirteen’ is all about friendship, which was a great jumping-off point for the movie. We love these characters and know how much they mean to each other, so to see Reuben brought down by an outsider… they’re going to pull together for him, and that’s what drives the entire story. It’s not just a heist for the sake of it.”

“It’s a charitable heist, if you will,” agrees Andy Garcia, who plays Terry Benedict, the mark of the first movie, who gets his revenge in the second and becomes the gang’s unlikely ally in the new film. “It shows the kind of friends they are, and I think that’s something an audience can get behind right away.”

Don Cheadle, who plays Cockney engineer Basher Tarr, remarks, “They’re doing it for all the right reasons, which means there’s no money in it for them. But I guess altruism has its place, even in thievery.”

Koppelman explains, “The idea was to ‘flip’ the casino so that the patrons would win every time, which would spell disaster for Bank. It’s also great wish fulfillment for anyone who’s ever been to a casino,” he laughs.

The Operatives

Danny Ocean

Danny Ocean had tried to warn Reuben about going into business with Willy Bank, but when the deal goes bad, Danny’s only thought is how to help his friend. He calls the rest of the guys together, initially so they can be there to support Reuben and then so they can figure out how to fix the situation.

But while the others are already dreaming up revenge scenarios, Danny is resolved to go by the “rules.” First, he intends to have a conversation with Willy and offer him a “Billy Martin,” their slang term for a second chance. It is only after Willy turns Danny down flat that the gang starts planning how to break The Bank. The reward, this time, won’t be financial or professional; it will be personal.

“They’re not stealing anything; they’re letting everybody else rake it in. You could say they’re helping Bank give it away,” Clooney smiles. “It’s great to be around a table that’s hot—like a craps table when people are winning. When you’re around one that’s on fire, the place just explodes. To have a whole casino on fire is everybody’s fantasy.”

Rusty Ryan

While Danny Ocean is the idea man, his most trusted ally, Rusty Ryan, is the tactician—the man who knows how to turn plans into actions. An inveterate thief, Rusty is right in the middle of another delicate robbery when he gets the call from Danny about Reuben. Without hesitation, he abandons the prize and jets to Las Vegas.

Rusty is worried about Reuben and is as keen to go after Bank as the rest of the crew, but he supports the decision to offer Bank a Billy Martin. Like Danny, he knows that’s the rule. But when Bank rejects the offer, he’s as anxious to bring down The Bank as the others. Brad Pitt comments, “The message here is if someone screws over one of them, he screws over all of them.”

Linus Caldwell

Linus Caldwell, played by Matt Damon, has been eager to take a more active role in the planning and execution of each heist. In “Ocean’s Thirteen” he finally gets his chance. He also gets the girl, but this romance is all part of the plan.

Sporting what Damon describes as “a ridiculous prosthetic nose for no real reason,” Linus arrives at The Bank in the guise of Lenny Pepperidge, the “mouthpiece” for a mega-rich Asian real estate mogul, who is actually none other than the gang’s resident Chinese acrobat, Yen. While passing Yen off as a super high roller who is ready to risk up to $10 million at The Bank casino, Linus is angling for—and gets—the undivided attention of Abigail Sponder, Willy Bank’s right-hand woman.

“I finally got the love interest in one of these movies,” Damon says, admitting that his character gets a little help generating “chemistry” with Ms. Sponder, played by Ellen Barkin. “Linus is given these ultra-powerful pheromones, which act as an aphrodisiac to maximize her attraction to him. The plan is for her to get him into the Diamond Room.”

The Diamond Room is where Bank keeps his collection of Tiffany & Co. diamond necklaces for his wife—one necklace of five perfect diamonds for each of the Five Diamond Awards his hotels have earned. Worth an estimated $250 million, the necklaces are secured behind two-inch thick concussion-proof glass, wired with pressuresensitive seven digit coded alarms in an impenetrable room at the top of The Bank. Once in the room, Linus has to keep Ms. Sponder distracted long enough to switch the diamond necklaces for worthless fakes.

Terry Benedict

Stealing the diamond necklaces was not part of the group’s original scheme. But there was an unforeseen financial crimp in the plans that demanded they find someone to bankroll them. At first glance—in fact, any way you look at it—Terry Benedict would seem to be the last man Danny Ocean could turn to for help. But in keeping with the old credo “The enemy of my enemy is my friend,” Benedict has his own personal stake in beating The Bank.

Andy Garcia explains, “Terry is not happy about Willy Bank’s new hotel. It’s not that it’s bigger or better than his; it shadows his pool. Terry is very proud of his pool. In some ways, Terry Benedict and Willy Bank are cut from the same cloth; they made their fortunes in a similar way and they’ve been longtime rivals. Terry Benedict always enjoys a good game, especially against a formidable adversary. He’s been making money hand over fist for a while now, and he’s feeling the need to be challenged in his life. Terry would like to hurt Willy Bank. Terry feels hurting your rival is always good, and if there’s money to be made in it, then it’s very good.”

Benedict agrees to lend Ocean and his crew the money they need, but he drives a hard bargain. In exchange, they must steal Bank’s prized diamond necklace collection. The stakes have just gotten higher.

Soderbergh remarks, “People really love Andy in this character, so, if we were going back to Vegas, Terry had to be in the mix somewhere. I think we came up with a fun and unexpected way to involve him.”

Basher Tarr

Basher Tarr, played by Don Cheadle, is the mechanical genius of the group, but he also shows his sensitive side. With Reuben bedridden and in a deep depression, Basher writes him sentimental letters filled with inspirational messages of hope and friendship. Though the others might scoff, Cheadle states, “Basher believes that positive thoughts can be very healing, so even while he’s deeply involved in the plan, he takes the time to write Reuben letters of encouragement.”

In terms of his character, the words “deeply involved” could be taken literally. As Basher, Cheadle spends a good part of the movie underground, where he is preparing to shake things up for The Bank’s grand opening with the help of a massive drill, the very one used to dig the Chunnel connecting England and France beneath the English Channel. When the first drill dies a noisy death right in the middle of the job, they need to buy a replacement—to the tune of $36 million—which is where Terry Benedict comes in.

Frank Catton

A master at sleight of hand, Frank Catton will be needed on the casino floor on the night of The Bank’s grand opening. In order to bypass security, Frank invents a new variation of dominoes, dubbed “‘Nuff Said.” Reprising the role of Frank Catton, Bernie Mac notes, “Frank has a lot of fun demonstrating this game. If you’ve ever played dominoes, you know how intense it can get, so he claims this game is going to be hotter than poker with a bigger return for the house.”

Frank introduces ‘Nuff Said to Bank at a gaming convention in Las Vegas and manages to pique his interest. But when Bank doesn’t immediately take the bait, Terry Benedict moves in with an offer to put ‘Nuff Said in one of his casinos, knowing Bank’s competitive juices will seal the deal.

Mac says, “Willy Bank is a natural born killer. He’ll squash you and leave you with nothing, which is what he did to Reuben, and that’s why we’re so determined to bring him down. This time, it’s about payback.”

Virgil & Turk Malloy

After all the months of planning and scheming, brothers Virgil and Turk Malloy almost manage to bring down the entire operation, albeit with the best intentions. For obvious reasons, all dice destined for casinos are carefully monitored from the manufacturer to the gaming tables, so the gang knows the only sure way to load the dice is at the point of production. Virgil is sent to Mexico to infiltrate the factory where The Bank’s specially designed dice are being made. But, once there, Virgil loses sight of his mission when he sees the working conditions at the factory. Instead of fixing the dice, he decides to fix the problem and leads his co-workers in a revolt. With the factory locked down and time running out, Danny sends Turk down to light a fire under Virgil. Bad idea. Turk does light a fire, but it’s not exactly what Danny had in mind.

Turk is portrayed by Scott Caan, who relates, “Turk is supposed to be down there getting Virgil and the operation back on track, but he ends up getting totally involved in the strike. They may always be arguing, but Virgil is still his brother, and he has been working in these terrible conditions, so, to Turk, it’s a legitimate crisis. But he forgets the big picture.”

Casey Affleck, who plays Virgil, says that their onscreen bickering has become second nature for the two actors when they are in character. “We can’t get away from it,” he laughs. “You put the two of us in a scene and, even if it’s not written that way, we start in. Scott will say something, I’ll say something back, and pretty soon we’re wrestling on the floor. It can get really slapstick and silly, but we have a lot of fun.”

Livingston Dell

Livingston Dell, the electronics whiz who can tap into the most sophisticated security system, has a different job on this particular scam. Called upon to rig the automatic card shufflers used in blackjack, he discovers it’s not as easy as it looks.

Eddie Jemison admits of his character, “Livingston isn’t as good as he thinks he is. He tries and tries, but he keeps making mistakes, so he’s forced to get an assist from his old cohort Roman Nagel (played by Eddie Izzard). I think the engine that runs every ‘Ocean’s’ movie is that things keep going wrong and they have to think on the fly. I think that’s why audiences root for them—because they are in over their heads and you’re never quite sure if they are going to win.”

The Amazing Yen

Real-life Chinese acrobat Shaobo Qin is used to being called upon to insert himself into tiny spaces and dangerous situations for his role as Yen. However, in “Ocean’s Thirteen,” he finally gets to live the high life out in the open as an enigmatic Chinese real estate magnate named Mr. Weng, whose $10 million stake allows him and his “communicator,” Linus, access to one of The Bank’s exclusive highroller villas.

Yen’s acrobat skills also give him access to another kind of high life, as he has to negotiate the hotel’s dangerous elevator shafts in service to the diamond heist.

Qin comments, “My role in the first and second movies was a lot easier because it was more physical and the acrobatics come naturally to me. This film was much harder because I had to learn a lot more lines.”

Saul Bloom

Comedy legend Carl Reiner returns in the role of Saul Bloom, the veteran con man with a knack for flimflam. In “Ocean’s Thirteen,” Saul takes on the highfalutin persona of Kensington Chubb, who gives Ms. Sponder a none-too-subtle hint to make her believe he holds the key to the hotel’s coveted five-star rating. Saul is immediately given the V.I.P. treatment, even as the incognito true hotel reviewer (played by David Paymer) is demoted to V.U.P. (Very Unimportant Person) and is then put through the mill, courtesy of Ocean’s eleven. Suffice it to say, the stars won’t be out on The Bank’s opening night.

“There’s nothing better than a comeuppance,” Reiner smiles, “particularly when somebody deserves it as much as Willy Bank does. The comeuppance angle was one of the things I loved about the script, but the best thing about doing this movie was seeing all the guys again. I felt privileged to be back and working with this cast and Steven and Jerry.”

Reiner’s professional relationship with Jerry Weintraub dates back to 1977’s “Oh, God,” which Reiner directed and Weintraub produced. “Jerry is exactly the same as he was back then,” the actor says. “He’s a dogged individual who will move heaven and earth to get what he wants. Everything he has ever promised he has delivered, which is why I always trust him. Jerry’s word is his bond.”

Reuben Tishkoff

Veteran actor Elliott Gould reprises the role of Reuben Tishkoff, whose near-fatal collapse, brought on by Willy Bank’s betrayal, is the catalyst for the reunion of Ocean’s eleven. Before “Ocean’s Thirteen,” it had always been Reuben who could be counted on to help his friends. We first met him in “Ocean’s Eleven” when he bankrolled the infamous robbery that cost Terry Benedict $160 million. In “Ocean’s Twelve,” when someone ratted the gang out to Benedict, it was Reuben who came to their rescue with the funds for their European adventure. Now it is their turn to come to Reuben’s aid and restore his will to live.

Gould offers, “Reuben has always been an anchor for the group, but he has been in some degree of denial about a newer and younger breed running the show. He’s been hungry to get back into the action, so even though Danny warned him very emphatically not to get involved with Willy Bank, Reuben wouldn’t listen. There is something traditional and old-school about him—he thought he could trust Willy just because they both shook Frank Sinatra’s hand. He still believes there is a code between people who go back far enough to have shaken Ol’ Blue Eyes’ hand, so he wasn’t prepared for Willy to be so cutthroat and unscrupulous.”

The Marks

Willy Bank

The addition of Al Pacino to the “Ocean’s Thirteen” ensemble in the pivotal role of Willy Bank was orchestrated by Jerry Weintraub, who states, “We had worked together years ago, and he’s an old friend of mine. He’s such a great actor and he fit right into the mix.”

Although Pacino had worked with Weintraub, “Ocean’s Thirteen” marks his first collaboration with Steven Soderbergh. “It was a great experience working with Steven,” he remarks. “He makes scenes come alive for you, which is one of the things great directors do. He creates a certain ambience on the set, a feeling of comfort that frees you up as an actor.”

“I don’t think there is any filmmaker—certainly not one from my generation— who doesn’t admire Al Pacino and wouldn’t want the opportunity to work with him,” Soderbergh says. “For the role of Willy Bank, we needed somebody with enough power onscreen to come across as a threat to these guys. That’s a very short list.”

Pacino notes, “Steven and I talked about how this character treads the line between being formidable and a little crazy. Willy Bank is a megalomaniac. His hotels are everything to him, which is why he’s so obsessed with the Five Diamond Awards. They have become his cause celebre, his reason for being, which is a little pathetic when you think about it. When Danny Ocean first approaches him about Reuben, Willy thinks he knows his adversary, and believes Ocean’s gang is no match for him. In some perverse way, he enjoys engaging in this kind of contest of wills, and it was a treat for me to play.”

Abigail Sponder

Even an egomaniac like Willy Bank knows he can’t do it alone and must have that one person at his side that he can trust. The only woman in the main cast of “Ocean’s Thirteen,” Ellen Barkin joined the ensemble as Abigail Sponder, Bank’s righthand woman, who is almost as driven as he is.

“Abigail takes her orders from Bank, but she is nobody’s assistant,” Barkin asserts. “She is a tough executive who keeps everything together and can even do the dirty work when required. This is a woman who lives in Vegas and works 24/7. She doesn’t have much of a private life, which is one reason she is so vulnerable to Lenny Pepperidge’s flattery and is so easily tricked,” she adds, referring to her seduction scenes with Matt Damon, playing Linus Caldwell, playing Lenny Pepperidge. “She’s not used to being one-upped, let alone completely duped.

“It’s fun to do comedy,” Barkin continues. “It’s especially fun with somebody as inventive and spontaneous and quick as Matt is. We had a great rapport on the set.”

Barkin had made her feature film debut in the Jerry Weintraub-produced “Diner,” and she had shared the screen with Al Pacino in the thriller “Sea of Love,” but Soderbergh reveals that she also had an earlier connection to the “Ocean’s” films. “Ellen actually had a scene in ‘Ocean’s Twelve,’ but it ended up being cut out of the movie, so I owed her one,” he laughs. “Actually, her scene was with Matt and it involved sexual tension, so when we were thinking of who should play Ms. Sponder, it was an easy call.”

The Scene of the Crime

“Ocean’s Thirteen” returns to the milieu gamblers know best: Las Vegas. “First of all, we wanted to return to the setting of ‘Ocean’s Eleven,’” Weintraub states. “Vegas has cachet; it’s the entertainment capital of the world and a pretty incredible place.”

While some exterior scenes were filmed on location in Las Vegas, the logistics of finding a new casino and then taking it over for the length of the production compelled the filmmakers to shoot the bulk of the film in the controlled environment of soundstages on the Warner Bros. lot.

Soderbergh attests, “To film everything on practical locations in Vegas would have taken twice as long and, in order to get the shots that I wanted, I needed to completely control the environment. When you added it all up, it made sense to build it.”

The director’s longtime collaborator, production designer Philip Messina, came onboard to orchestrate the transformation of a cavernous soundstage into a lavish Las Vegas hotel and casino. “I told Phil I wanted it to be beautiful but in a slightly mad way,” says the director. “The whole idea is that Willy Bank has designed an entire casino to his own crazy specifications.”

“I thought, ‘This may be the only time I’ll ever get to design and build something of this scale, so I’m going for it,’” Messina grins. The motif for The Bank hotel and casino was Messina’s original concept. “The aesthetic of the hotel was a quasi-Asian theme. It had to be bold because Vegas is all about spectacle, and we needed to create that. I find Vegas to be visually overwhelming, but there is also a freedom of style in the city that is exciting from a design perspective.”

The designer relates, “One of the first major rules we broke was having a multilevel gaming floor. Everyone said, ‘They don’t do that in Vegas,’ and I said, ‘That’s exactly why I want to do it.’ Most casinos are all about real estate, they go on for miles. We didn’t have that opportunity, so I decided that going up vertically would multiply our footprint.”

The multi-level casino set was constructed on Stage 16, one of the largest soundstages in Los Angeles. The sheer size of the soundstage made it perfect for the large set; however, much of its floor is taken up by a gigantic water tank, which presented a challenge to Messina and his team. “Because it was a hollow floor and because our set was so big and the weight on it was going to be huge, it had to be structurally engineered,” Messina explains. “There were a lot of things we had to do to the stage before we even began to build.”

One of the larger set pieces is the casino elevator, weighing in at 37,000 pounds with one car that worked on each level of the casino. Messina’s crew had to dig down into the stage’s foundation and put special footings in to hold it. It turned out to be one of the most complicated pieces on the set.

Lighting the casino was also a massive undertaking. All the lighting was built into the set, so that once the director, the cast and the extras were in the room, no additional lights were employed. Messina incorporated light fixtures into all of the gaming tables, which, he offers, “worked well, especially to cast light on people around the tables. We knew the fixtures hanging from the ceiling would create enough broad ambient light, so it was a matter of injecting specific areas of light so you didn’t just have that big flat light.”

Soderbergh and Messina also utilized several large and distinctive chandeliers in lighting the sets. Hanging over the craps tables is a 9,000-pound fixture made of handblown Austrian glass which arrived at the studio in ten packing crates. Each strand of glass was numbered and it took a five-person team an entire week to install it, hanging each strand individually. Supports had to be added to the stage roof to hold the weight. As decorative as the chandelier was, it served an even more practical function for the director as a key light.

Over the lobby area is a sculptured chandelier made by well-known conceptual artist Jacob Hashimoto, who came over from his studio in Italy to personally supervise the installation. The chandelier was made up of thousands of individual pieces that had to be placed one by one onto the set’s ceiling.

One of the more spectacular lighting fixtures was in the Diamond Room, where Willy Bank’s five diamond necklaces are stored. Called “The Cascade,” the chandelier was borrowed from the Swarovski Crystal Company. It was twenty feet tall and two feet in diameter and each crystal had to be individually hooked onto the hardware holding it to the ceiling.

The lights hanging over the main casino floor were designed by Messina and his wife, Kristen Toscano Messina, the set decorator. Made of a fiberglass resin, they were carved and molded by the art department. Inside the fixtures are movie lights with gels and diffusion. “Essentially,” Messina notes, “it was a way to mask film lights and, at the same time, have a sculptural element.”

The casino set was furnished with a wide variety of slot machines, provided by Aristocrat Technologies, Inc.—all working, though no actual money was used—and 32 gaming tables, including roulette, craps, blackjack, pai gow and, of course, the newest game in town, ‘Nuff Said. Each table was branded with The Bank emblem, as were the thousands of chips and even the dice. “The hardest part was to keep the extras and crew from gaming during down times,” Messina winks. “I think there were more than a few side games going on during filming.”

Weintraub states, “Phil created one of the most believable sets I’ve seen in my life. We brought people onto the casino set and they’d forget they were on a soundstage. He designed everything in such complete detail that we could have opened it for gambling…if only I could have figured out how to do it,” he laughs.

Soderbergh agrees. “I don’t think any of us will see a set like that for a long time…perhaps never. It’s just one of those rare opportunities to do something extraordinary, and Phil was the perfect person to do it.”

Location filming also took place in and around Southern California, most notably the high desert town of Rosamond, which became the location for the Mexican dice factory. In addition, the company traveled to Las Vegas for several key scenes. Terry Benedict’s office was in the Bellagio Hotel’s corporate offices, and the hotel’s Fontana Bar doubled for the convention center where Frank Catton introduces the game ‘Nuff Said. The filmmakers also took advantage of the fact that an addition to the Venetian hotel was under construction during filming, using the site for The Bank construction zone where Danny Ocean offers Bank a Billy Martin.

Another practical location was the Southwest Airlines gate area at Las Vegas’ McCarran International Airport, where a scene was filmed with George Clooney, Brad Pitt and Matt Damon.

Dress Code

For costume designer Louise Frogley, creating the costumes for the large ensemble cast—added to the fact that most of them are playing established characters—was a new challenge. “These are really difficult projects for the costume designer. They have so many characters, each of which has to have a totally distinctive quality,” allows Soderbergh, who had previously worked with Frogley on three films: “The Limey,” “Traffic” and “The Good German.”

In creating the costumes for the Ocean’s crew, Frogley wanted to pay homage to the work of “Ocean’s Eleven” costume designer Jeffrey Kurland, while changing things up to reflect today’s fashions. For both George Clooney and Brad Pitt, clean lines and simple styles ruled the day. “With George Clooney, the simpler the better,” she states.

“He developed his look in the first film, and we thought it was brilliant and decided to follow that route. George is an actor who doesn’t like too much fuss; apart from his tuxedo and one disguise, he’s primarily in dark gray suits and white shirts.”

Frogley relates, “Brad also wanted to keep it simple with just a bit of ‘bling.’ He felt his character had grown up, so it made sense that Rusty’s clothing would be simpler, but it had to be colorful, in contrast to Danny.”

The costume designer says she followed Terry Benedict’s previously established style for his wardrobe. She affirms, “Andy Garcia had worn a cravat almost all the time in ‘Ocean’s 12.’ I thought it suited his character, but this time, I decided to push it a bit and go for a ‘Death in Venice’ look.”

Matt Damon’s costumes probably convey the most character development. Frogley offers, “Jerry wanted Linus to be much more grown up. He’s not a kid any more; he’s about to pull his own con jobs and has become more important in the Ocean’s organization, so we felt he should be dressing in more suits. Matt also wanted a completely different look for his Lenny Pepperidge persona, so we copied a Chairman Mao suit, and pushed it a bit.”

Carl Reiner’s Saul Bloom also had a distinct wardrobe for his alias, the faux hotel reviewer Kensington Chubb. “We made Kensington ersatz English—more like an American view of what an Englishman would wear. We used lots of Harris, Irish and Scottish tweeds. It was all very tweedy with moleskin trousers and tattersall shirts,” Frogley illustrates.

“Don Cheadle wanted to be very American-looking this time out, but his mining outfit is this beautiful Yohji Yamamoto jacket that we bashed up a lot. Basher’s wardrobe is very basic—except, of course, when he ‘borrows’ the costume of motorcycle daredevil Fender Roads,” the designer smiles.

Apart from the main cast, the most time-consuming element for the designer was the wardrobe for The Bank employees. Frogley notes, “We were creating a casino that was supposed to be the newest and the hippest, so the employees had to have cool uniforms.”

Soderbergh remarks, “The look of what everyone at The Bank wore—from the janitors to the people behind the desk—all needed to be perfectly integrated into what Phil was creating with the sets. I really thought Louise did an extraordinary job connecting all those elements.”

In order to get the right mix, Frogley looked through books with Asian-inspired photographs and prints. “We took something serious and then twisted it a bit to make it cool and very colorful,” she says. “I used a lot of fluorescent greens and oranges and pinks.”

For The Bank’s most prominent figures, Willy Bank and Abigail Sponder, Frogley worked closely with both Al Pacino and Ellen Barkin. The choice was made that Ms. Sponder would not be dressed in stereotypical corporate power suits. Instead, the designer, actress and filmmakers all agreed that she would always wear dresses that showed off her figure, with the color of choice being shades of pink. The color was actually determined by the palette of The Bank, where the character works and spends the majority of her time. Frogley expounds, “The idea was for Abigail to have a signature color and it worked because I was already using it for uniforms in the hotel. It helped tie her in as being an employee, although not in a uniform.”

For Pacino, Frogley says that she first made up a board of reference photographs to show the actor “where we were coming from and the look we were modeling his character’s wardrobe after. His suits were from Battaglia. Bank would obviously have custom-made suits, but we wanted them to be a little on the loud side. We showed him a lot of different suits in different colors and he was thrilled with the direction we were going.”

Join the Club

During the filming of “Ocean’s Thirteen,” Jerry Weintraub did not want the ensemble cast to withdraw to their individual trailers when they were not on set, so he came up with an idea that came to be called “The Ocean’s Club.” He explains, “I wanted a place for everybody to hang out because this is a movie about camaraderie. I thought of it, our executive producer Susie Ekins put it together and Phil Messina designed it.”

Weintraub found an unused conference room attached to one of the soundstages they were using and had it turned into a proper club, complete with television, foosball tables, gaming tables and reading material. Breakfast, lunch and, on late nights, dinner were also available in the club.

Steven Soderbergh enjoyed the space so much that he had them move his portable Avid into the club and used it as his editing room during production. “The Ocean’s Club was a great idea of Jerry’s,” the director asserts. “It’s not something I ever would have thought of, but it ended up being a perfect place for people to go and decompress. When the movie was wrapped, I think everyone missed spending time there with whomever you might run into. It really did have a positive impact on the production.”

Though the Ocean’s Club was permanently closed when filming was completed, Weintraub made sure it would live on with the cast and filmmakers. He gave each of them an Ocean’s Club card inscribed with the dictum: “You are a Lifetime Member. But if any one of us sees any other member any place in the world and you don’t have your card with you, you buy the drinks.”